EX-4.5






Exhibit 4.5




OMNIBUS AMENDMENT




     THIS OMNIBUS AMENDMENT (the “Agreement”) is made and entered into as of August 25, 2009
between Alimera Sciences, Inc., a Delaware corporation (the “Company”) and each person or entity
identified as a “Stockholder” on the signature pages hereto (each a “Stockholder” and collectively,
the “Stockholders”).



RECITALS




     WHEREAS, the Company proposes to issue shares of its Series C-1 Preferred Stock and warrants
to purchase shares of its Series C-1 Preferred Stock (the “Series C-1 Financing”) pursuant to the
terms and conditions of that certain Series C-1 Preferred Stock and Warrant Purchase Agreement of
even date herewith (the “Stock Purchase Agreement”);



     WHEREAS, certain of the Stockholders are parties to each of (i) that certain Second Amended
and Restated Investor Rights Agreement, dated as of March 17, 2008, by and among the Company and
certain holders of the Company’s capital stock (the “Investor Rights Agreement”) and (ii) that
certain Second Amended and Restated Stock Sale Agreement, dated as of March 17, 2008, by and among
the Company and certain holders of the Company’s capital stock (the “Stock Sale Agreement”);



     WHEREAS, pursuant to Section 7.5 of the Investor Rights Agreement, any term of the Investor
Rights Agreement may be amended with the written consent of the Company and the Investors holding
at least two-thirds (2/3) of the shares of Investor Stock (as defined therein), voting together as
a single group, and including, for such purposes, shares of Common Stock into which any shares of
Investor Stock have been converted (collectively, the “IRA Requisite Parties”);



     WHEREAS, pursuant to Section 9.3 of the Stock Sale Agreement, any term of the Stock Sale
Agreement may be amended with the written consent of the Company, the holders of at least a
majority of the then outstanding Common Stock held by the Common Holders then providing services to
the Company as an officer, employee or consultant, and the holders of at least a majority of the
then outstanding Preferred Stock held by the Investors (each as defined therein) (collectively, the
“Stock Sale Agreement Requisite Parties”);



     WHEREAS, Dr. Calvin Roberts is an Eligible Holder (as defined in the Investor Rights
Agreement) with a right to purchase his Pro Rata Share (as defined in the Investor Rights
Agreement) of Series C-1 Units issued by the Company in the Series C-1 Financing;



     WHEREAS, Dr. Roberts desires to assign such right to purchase Series C-1 Units to the Calvin
W. Roberts MD PC Pension Plan (the “Roberts Pension Plan”), such that the Roberts Pension Plan
shall purchase Series C-1 Units issued pursuant to the Stock Purchase Agreement in the Series C-1
Financing; provided, however, that as a condition with such purchase, the Roberts Pensions Plan
shall become a party to each of the Investor Rights Agreement and the Stock Sale Agreement; and



     WHEREAS, in connection with the Series C-1 Financing, the Company and the undersigned
Stockholders, constituting both the IRA Requisite Parties and the Stock Sale



 









 







Agreement Requisite Parties, desire to amend the Investor Rights Agreement and the Stock Sale
Agreement as set forth herein and to consent to the admission of the Roberts Pension Plan as a
party to each such agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the promises and conditions contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:




	 	1.	 	Amendment of Investor Rights Agreement. Upon execution of this
Agreement by the IRA Requisite Parties, the Investor Rights Agreement shall be amended
as follows:






	 	a.	 	A new exhibit, in the form attached hereto as
Attachment 1, shall be added to the Investor Rights Agreement as Exhibit F
thereto.
	 
	 	b.	 	The parties to the Investor Rights Agreement shall be
deemed to include the investors listed on Exhibit F thereto (as attached by
operation hereof), which such parties shall be referred to for purposes of
such agreement as the “Series C-1 Investors”. The definition of
“Investors” therein shall be amended to include such Series C-1 Investors.
	 
	 	c.	 	The definition of “Investor Stock” shall be amended to
include shares of the Company’s Series C-1 Preferred Stock, par value $0.01
per share, including shares issued or issuable upon exercise of warrants
exercisable therefor.






	 	2.	 	Amendment of Stock Sale Agreement. Upon execution of this Agreement by
the Stock Sale Requisite Parties, the Stock Sale Agreement shall be amended as
follows: 






	 	a.	 	A new exhibit, in the form attached hereto as
Attachment 1, shall be added to the Stock Sale Agreement as Exhibit E
thereto.
	 
	 	b.	 	The parties to the Stock Sale Agreement shall be deemed
to include the investors listed on Exhibit E thereto (as attached by
operation hereof), which such parties shall be referred to for purposes of
such agreement as the “Series C-1 Investors”. The definition of each of
“Investors” and “Stockholders” shall be amended to include such Series C-1
Investors.
	 
	 	c.	 	The definition of “Preferred Stock” shall be amended to
include shares of the Company’s Series C-1 Preferred Stock, par value $0.01
per share, including shares issued or issuable upon exercise of warrants
exercisable therefor.





 









 






	 	3.	 	Roberts Pension Plan.






	 	a.	 	By its signature below, the Roberts Pension Plan hereby
agrees, effective as of the date hereof, to be bound by and to become party
to the Investor Rights Agreement and the Stock Sale Agreement, each as may
be amended from time to time (including, without limitation, by this
Agreement), in each case as a “Series C-1 Investor”. The Roberts Pension
Plan further acknowledges that its signature page attached to this
agreement shall be deemed a counterpart signature page to each of the
Investor Rights Agreement and the Stock Sale Agreement and, as such, may be
attached to each such agreement.
	 
	 	b.	 	Each Stockholder hereby consents to the assignment by
Dr. Roberts of his right under the Investor Rights Agreement to purchase
Series C-1 Units to the Roberts Pension Plan; provided, however, that such
consent is expressly conditioned on the execution and delivery by the
Roberts Pension Plan of this Agreement.
	 
	 	c.	 	Upon execution of this Agreement by each of (i) the IRA
Requisite Parties, (ii) the Stock Sale Agreement Requisite Parties and
(iii) the Roberts Pension Plan, each of Investor Rights Agreement and the
Stock Sale Agreement shall be amended to include the Roberts Pension Plan
as a party thereto, in each case as a “Series C-1 Investor”.






	 	4.	 	General.






	 	a.	 	Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties hereto.
	 
	 	b.	 	Except as expressly provided herein, all provisions of
each of the Investor Rights Agreement and the Stock Sale Agreement shall
remain in full force and effect.
	 
	 	c.	 	This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to
Delaware conflict of law principles.
	 
	 	d.	 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.





 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Richard Eiswirth, Jr.
 

Richard S. Eiswirth, Jr.

Chief Financial Officer
	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Calvin Roberts	 	 
	 	 	 	 	 
	 	 	Dr. Calvin Roberts	 	 
	 
	 	 	 	 	 	 
	 	 	ROBERTS PENSION PLAN:	 	 
	 
	 	 	 	 	 	 
	 	 	CALVIN W. ROBERTS MD PC PENSION PLAN	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Calvin Roberts
 

Calvin Roberts
	 	 
	 

	 	Title:
	 	Trustee	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	VENROCK PARTNERS, L.P.	 	 
	 	 	by its General Partner, Venrock Partners 

Management, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	VENROCK ASSOCIATES IV, L.P.

by its General Partner, Venrock Management IV, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	VENROCK ENTREPRENEURS FUND IV, L.P.	 	 
	 	 	by its General Partner, VEF Management IV, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Anders Hove
 

Anders Hove
	 	 
	 

	 	Title:
	 	Member	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH PARTNERS VII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Intersouth Associates VII, L.P.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Philip Tracy
 

Philip Tracy
	 	 
	 

	 	Title:
	 	Member, acting pursuant to Power of Attorney	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH PARTNERS V, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Intersouth Associates V, L.P.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Philip Tracy
 

Philip Tracy
	 	 
	 

	 	Title:
	 	Member, acting pursuant to Power of Attorney	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH AFFILIATES V, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Intersouth Associates V, LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Philip Tracy
 

Philip Tracy
	 	 
	 

	 	Title:
	 	Member, acting pursuant to Power of Attorney	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH PARTNERS VI, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Intersouth Associates VI, LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Philip Tracy
 

Philip Tracy
	 	 
	 

	 	Title:
	 	Member, acting pursuant to Power of Attorney	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	BAVP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Scale Venture Management I, LLC	 	 
	 

	 	Its:
	 	general partner	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Mark Brooks	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Mark Brooks	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	POLARIS VENTURE PARTNERS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Polaris Venture Management Co. IV, L.L.C.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Bill E. Bilodeau
 

 William E. Bilodeau
	 	 
	 

	 	Title
	 	: Attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 	 	POLARIS VENTURE PARTNERS 

ENTREPRENEURS’ FUND IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Polaris Venture Management Co. IV, L.L.C.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bill E. Bilodeau	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 William E. Bilodeau	 	 
	 

	 	Title
	 	: Attorney-in-fact	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	DOMAIN PARTNERS VI, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	One Palmer Square Associates VI, L.L.C.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kathleen K. Schoemaker
 

Kathleen K. Schoemaker
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	DP VI ASSOCIATES, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	One Palmer Square Associates VI, L.L.C.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen K. Schoemaker	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kathleen K. Schoemaker	 	 
	 

	 	Title:
	 	Managing Member	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	G&H PARTNERS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jonathan Gleason
 

Jonathan Gleason
	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 





     IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties
as of the date first above written.



	 	 	 	 	 
	 	STOCKHOLDERS:

 	 
	 	/s/ C. Daniel Myers
 	 
	 	C. Daniel Myers 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ David Holland
 	 
	 	David Holland 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ Alisa Hudzina
 	 
	 	Alisa Hudzina 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ Susan H. Caballa
 	 
	 	Susan Caballa 	 
	 	 	 
	 
	 	 	 
	 	                                                  /s/ David Eitel
 	 
	 	David Eitel 	 
	 	 	 
	 



Signature Page to

Alimera Sciences, Inc.

Omnibus Amendment




 









 








Attachment 1




Series C-1 Investors




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Series C-1 Shares 
	 	 	Series C-1 Closing 	 	Issuable upon	
	Name of Investor	 	Shares 	 	Warrant Exercise
	Venrock Associates IV, L.P.
	 	 	429,125	 	 	 	858,250	 
	Venrock Entrepreneurs’ Fund IV, L.P.
	 	 	10,544	 	 	 	21,088	 
	Venrock Partners, L.P.
	 	 	87,512	 	 	 	175,024	 
	Intersouth Partners VII, L.P.
	 	 	421,257	 	 	 	842,514	 
	Intersouth Partners V, L.P.
	 	 	219,787	 	 	 	439,574	 
	Intersouth Affiliates V, L.P.
	 	 	10,074	 	 	 	20,148	 
	BAVP, L.P.
	 	 	651,118	 	 	 	1,302,236	 
	Domain Partners VI, L.P.
	 	 	644,214	 	 	 	1,288,428	 
	DP VI Associates, L.P.
	 	 	6,904	 	 	 	13,808	 
	Polaris Venture Partners IV, L.P.
	 	 	639,425	 	 	 	1,278,850	 
	Polaris Venture Partners
Entrepreneurs’ Fund IV, L.P.
	 	 	11,693	 	 	 	23,386	 
	The Calvin W. Roberts MD PC Pension
Plan
	 	 	46,000	 	 	 	92,000	 
	Janice Dee Weber
	 	 	543	 	 	 	1,086	 
	REDLOH Capital, LLC
	 	 	4,857	 	 	 	9,714	 
	BFG Investments LLC
	 	 	12,960	 	 	 	25,920	 
	Thomas L. Shields, Jr.
	 	 	4,828	 	 	 	9,656	 
	C&B Capital II, L.P.
	 	 	35,355	 	 	 	70,710	 
	C&B Capital II (PF), L.P.
	 	 	29,020	 	 	 	58,040	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Series C-1 Shares 
	 	 	Series C-1 Closing 	 	Issuable upon	
	Name of Investor	 	Shares 	 	Warrant Exercise
	James Loftin
	 	 	1,107	 	 	 	2,214	 
	Michel Benton
	 	 	543	 	 	 	1,086	 
	Linda T. and Jimmy D. Veal
	 	 	7,818	 	 	 	15,636	 
	Daniel D. Veal
	 	 	1,201	 	 	 	2,402	 
	Zachary T. Veal
	 	 	1,201	 	 	 	2,402	 
	Plunkett Family LP
	 	 	3,622	 	 	 	7,244	 
	G&H Partners
	 	 	10,000	 	 	 	20,000